Magnera Corp SEC Filings

Magnera Corporation reported higher quarterly sales and a smaller loss as it continues integrating its merger with a Berry Global subsidiary. Net sales rose to $792 million from $702 million, while net loss narrowed to $34 million, or $(0.95) per share, from $60 million, or $(1.69) per share.

Operating income improved to $14 million from a $22 million loss, helped by lower restructuring and integration costs, reduced depreciation and amortization, and contributions from the prior-year merger. Adjusted EBITDA increased to $93 million from $84 million, with both Americas and Rest of World segments contributing.

Magnera generated $2 million of operating cash flow versus a $58 million use a year earlier, and ended the quarter with $264 million in cash and $1.931 billion of long-term debt. For fiscal 2026, it projects cash from operations of $170–$190 million and free cash flow of $90–$110 million, assuming $80 million of capital spending.

Management continues executing its Project CORE restructuring plan and pursuing acquisitions to support growth and synergy realization. However, it again concluded that disclosure controls and internal control over financial reporting were not effective due to deficiencies related to merger integration and legacy IT systems, though no material misstatements were identified in the financial statements.

Magnera Corporation filed a current report stating that it has reported its results of operations for the quarter ended December 27, 2025.

The company furnished a press release as Exhibit 99.1, which contains the detailed quarterly results. Magnera clarifies that this information is being furnished, not filed, so it is not automatically incorporated into other securities law filings unless specifically referenced.

Magnera Corp executive Maile Erin reported a new equity award of restricted stock units (RSUs). The Form 4 shows Erin, who serves as Executive Vice President and Chief Accounting Officer, holding 1,869 RSUs following a FY2026 grant tied to her appointment as Chief Accounting Officer.

The RSU grant vests in three equal installments: one-third on February 2, 2027, one-third on February 2, 2028, and one-third on February 2, 2029. All restrictions lapse and the award vests in full three years from the grant date, at which point the RSUs gain value.

Magnera Corp EVP and CAO Maile Erin filed an initial ownership report showing direct holdings in the company’s common stock and multiple restricted stock unit (RSU) awards. She directly holds 2,231 shares of common stock, plus various unvested RSUs that convert into common shares as they vest over time.

Several RSU positions, including grants of 236, 8, 191, 378, 7, 282, 594 and 2,857 RSUs, reflect equity awards originally granted by Berry Global and later converted into Magnera RSUs following Magnera’s merger with a Berry Global subsidiary. Additional FY2025 and FY2026 annual RSU grants vest in scheduled installments through 2028, aligning a portion of Erin’s compensation with long-term company performance.

Magnera Corporation is appointing Erin Maile as Executive Vice President and Chief Accounting Officer, effective February 2, 2026, making her the company’s principal accounting officer. Maile, 34, previously served as Magnera’s Vice President, Finance, Corporate Controller and earlier held senior accounting roles at Berry Global.

Under a term sheet, Maile will receive a base salary of $275,000, a target annual short‑term incentive of $123,750 (45% of base salary), and long‑term incentive awards targeted at $200,000 per year. She will be subject to Magnera’s share ownership and executive policies and will participate in an Executive Severance Plan with “double trigger” benefits: if she resigns for good reason or is terminated without cause within two years after a change in control, she may receive severance equal to two times the sum of her base salary and target bonus, and unvested equity awards will fully vest. If terminated without cause outside a change in control, she may receive twelve months of base salary and target bonus as severance.

Magnera Corporation is asking shareholders to vote at its 2026 virtual annual meeting on electing nine directors, ratifying Ernst & Young as auditor, and approving 2025 executive pay. The meeting will be held online on March 9, 2026, for holders of common stock as of December 31, 2025. Magnera reports 2025 revenue of $3,204M, reported operating income of $5M, annualized EBITDA of $362M, and post‑merger free cash flow of $126M. CEO Curtis Begle’s 2025 target total direct compensation is $6.6M, heavily weighted to performance-based incentives and equity. The board highlights strong governance features, including an independent chair, majority voting in uncontested elections, proxy access, and robust risk and corporate responsibility oversight.

Magnera Corporation announced that it expects to hold its annual meeting of shareholders on March 9, 2026. This meeting is where shareholders vote on directors and other key corporate matters. The company also set clear deadlines for shareholders who want to influence the agenda.

Shareholders seeking to include a proposal in the company’s proxy statement under SEC Rule 14a-8 must submit it in writing to the corporate secretary by December 9, 2025, which the company considers a reasonable time before it expects to print and send proxy materials. Shareholders who want to bring director nominations or other proposals outside of Rule 14a-8 must also deliver proper written notice under the company’s Amended and Restated Bylaws by December 9, 2025, which is 90 days before the scheduled meeting date.

Magnera Corporation reports its first full year as a combined company after merging with Glatfelter, generating $3,204 million in net sales, up 47% from $2,187 million in 2024. Operating income improved to $5 million from a loss of $141 million, but higher interest on new debt led to a net loss of $159 million, similar to the prior year’s $154 million loss. The Americas segment produced $1,833 million of net sales and $241 million of adjusted EBITDA, while Rest of World delivered $1,371 million of net sales and $113 million of adjusted EBITDA. The GLT transaction added $1,145 million of 2025 revenue and increased goodwill to $663 million.

To fund the deal and a distribution to Berry, Magnera closed a $731 million term loan and issued $1,300 million of senior secured notes, ending 2025 with $1,952 million of long-term debt and $305 million of cash. Free cash flow was $126 million in 2025, and the company projects 2026 cash from operations of $170–$190 million and free cash flow of $90–$110 million on planned capital spending of $80 million. An internal control audit identified material weaknesses related to the merger purchase price allocation, certain legacy IT general controls, and deferred tax assets, resulting in an adverse opinion on internal control over financial reporting, although the financial statements received an unqualified opinion.